CERTIFICATE OF ELIMINATION OF SERIES A CONVERTIBLE PREFERRED STOCK

Contract Categories: Business Finance - Stock Agreements
EX-4.8 2 dex48.htm REGISTRANT'S SERIES A CONVERTIBLE PREFERRED STOCK Registrant's Series A Convertible Preferred Stock

Exhibit 4.8

CERTIFICATE OF ELIMINATION OF

SERIES A CONVERTIBLE PREFERRED STOCK

OF SAVVIS, INC.

(Pursuant to Section 151(g) of the General

Corporation Law of the State of Delaware)

SAVVIS, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), certifies as follows:

FIRST: That, pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “GCL”) and authority granted in the Amended and Restated Certificate of Incorporation of the Corporation, as theretofore amended, the Board of Directors of the Corporation, by resolution duly adopted, authorized the issuance of a series of 210,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”), and established the voting powers, designations, preferences, and relative, participating, and other rights, and the qualifications, limitations, and restrictions thereof, and, on March 18, 2002, a Certificate of Designations with respect to such Preferred Stock was filed in the Office of the Secretary of State of the State of Delaware (the “Certificate of Designations”).

SECOND: That no shares of the Preferred Stock are outstanding, and no shares thereof will be issued subject to the Certificate of Designations.

THIRD: Pursuant to the provisions of Section 151(g) of the GCL, the Board of Directors of the Corporation adopted the following resolutions:

RESOLVED, that none of the authorized shares of Series A Convertible Preferred Stock of the Corporation (the “Preferred Stock”) are outstanding and no shares of such series hereafter will be issued; and

RESOLVED FURTHER, that any officer of the Corporation is authorized and directed to execute a Certificate of Elimination as provided by Section 151(g) of the General Corporation Law of the State of Delaware (the “GCL”) in accordance with Section 103 of the GCL, substantially in the form attached as Exhibit A, with such changes therein as the officer executing the same may approve and as are permitted by the GCL to be made by such officer, such approval to be conclusively evidenced by such officer’s execution of such Certificate of Elimination, and to file the same forthwith in the Office of the Secretary of State of the State of Delaware, and when such Certificate of Elimination becomes effective, all references to the Preferred Stock in the Amended and Restated Certificate of Incorporation of the Corporation, as heretofore amended, shall be eliminated and the shares that were designated to such series shall resume the status of authorized and unissued shares of Preferred Stock of the Corporation, without designation as to series.

FOURTH: Pursuant to the provisions of Section 151(g) of the GCL, all references to the Preferred Stock in the Amended and Restated Certificate of Incorporation of the Corporation, as heretofore amended, hereby are eliminated, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of the Corporation, without designation as to series.


IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Jeffrey H. VonDeylen, its Chief Financial Officer, this 27th day of July, 2006.

 

SAVVIS, INC.
By:  

/s/ Jeffrey H. VonDeylen

Title:   Chief Financial Officer

 

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